Numinus Wellness Inc. Announces At-The-Market Offering Equity Program

VANCOUVER, BC, Sept. 25, 2023 /CNW/ - Numinus Wellness Inc. ("Numinus" or the "Company") (TSX: NUMI) (OTCQX: NUMIF), is pleased to announce that it has established an at-the-market equity offering program (the "ATM Program") that allows the Company to issue and sell up to C$10,000,000 of common shares in the capital of the Company (the "Common Shares") from time to time, at the Company's discretion and subject to regulatory requirements. All Common Shares issued under the ATM Program will be sold in transactions that are deemed to be "at-the-market" distributions as defined in National Instrument 44-102 – Shelf Distributions. All Common Shares sold under the ATM Program will be sold through the Toronto Stock Exchange upon which the Common Shares are listed, quoted or otherwise traded, at the prevailing market price at the time of sale. As Common Shares distributed under the ATM Program will be issued and sold at the prevailing market prices at the time of their sale, prices may vary among purchasers and during the period of distribution.

The volume and timing of distributions under the ATM Program, if any, will be determined in the Company's sole discretion and in accordance with the terms and conditions of an equity distribution agreement (the "Distribution Agreement") dated September 25, 2023 between the Company and Stifel Nicolaus Canada Inc. (the "Agent"). The ATM Program provides the Company with enhanced flexibility should future additional financing be required, and it may be activated if and as deemed appropriate. The Company currently intends to use the net proceeds from the ATM Program, to the extent raised, principally for general corporate purposes (including funding ongoing operations and/or working capital requirements), to repay indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions.

Distributions of the Common Shares under the ATM Program, if any, will be made pursuant to the terms of the Distribution Agreement. The Company is not obligated to make any sales of Common Shares under the ATM Program and, as at the date hereof, no Common Shares have been distributed by the Company pursuant to the Distribution Agreement. Pursuant to the Distribution Agreement, the ATM Program will terminate upon the earlier of: (i) July 27, 2025, (ii) the issuance and sale of all of the Common Shares subject to the Distribution Agreement, or (iii) the termination of the Distribution Agreement.

The offering of Common Shares under the ATM Program is qualified by a prospectus supplement dated September 25, 2023 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus filed in all of the provinces and territories of Canada, dated June 27, 2023 (the "Shelf Prospectus"). Copies of the Distribution Agreement, the Prospectus Supplement and the Shelf Prospectus are available on the Company's profile on SEDAR+ at www.sedarplus.ca. Alternatively, the Agent will send copies of the Distribution Agreement, the Prospectus Supplement and the Shelf Prospectus, upon request only, by contacting the Agent at: 161 Bay Street, Suite 3800, Toronto, Ontario M5J 2S1 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About the Company

Numinus Wellness Inc. (TSX: NUMI) helps people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus model - including psychedelic research and clinical care - is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.

Forward Looking Statements and other information contained in this press release about anticipated future events constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event "may", "will", "should", "could" or "might" occur or other similar expressions including, but not limited, the issuance, sale and distribution of Common Shares under the ATM Program, including the price, volume and timing of any distribution, the ATM Program providing a source of funding and the intended use of proceeds of the ATM Program. Forward-looking statements are subject to risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements that are set forth in the Prospectus Supplement, the Shelf Prospectus and our annual information form dated December 12, 2022 and available on SEDAR+ at www.sedarplus.ca. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Numinus does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.

SOURCE Numinus Wellness Inc.